Karus Mining Inc. - Early Warning Disclosure

Vancouver, British Columbia--(Newsfile Corp. - April 18, 2024) - Karus Mining Inc. (the "Corporation" or "Karus") announces, further to its news release of March 13, 2024 regarding the completion of its amalgamation with Theia Gold Corp. ("Theia"), that it has issued an additional 2,661,936 common shares pursuant to certain contractual obligations of Theia. As a result, two persons are required to announce their share holdings in accordance with National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues (NI 62-103).

1. Jeremy Gillis advises that pursuant to NI 62-103:

   1. he has SEDAR filed an early warning report in connection with his holdings of securities in the capital of the Company on today's date. A copy can be found under the Company's profile on www.sedarplus.ca;

   2. he acquired beneficial ownership and control over 1,494,343 shares of the Corporation;

   3. he acted independently, and there are no joint actors associated with him;

   4. he previously held 7,021,888 shares of the Company; and

   5. his 8,516,231 shares represent 25.89% of the 32,894,829 current outstanding shares of Karus.

2. Peter Marrone:

   1. he has SEDAR filed an early warning report in connection with his holdings of securities in the capital of the Company on today's date. A copy can be found under the Company's profile on www.sedarplus.ca;

   2. he acquired beneficial ownership and control over 1,118,216 shares of the Corporation;

   3. he acted independently, and there are no joint actors associated with him;

   4. he previously held 3,072,057 shares of the Company; and

   5. his 4,190,273 shares represent 12.74% of the 32,894,829 current outstanding shares of Karus.

Either of the above persons ("Investors") may acquire additional securities of the Company, or may sell some or all of the securities now held by them from time to time in the future, but neither has present intentions in either regard. While the Investors do not presently have any plans or intentions to do any of the following, they will be working with the Company to seek new business opportunities, and as such may (a) undertake a corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (b) sell or transfer any other material assets to the Company; or cause the Company to sell or dispose of any of its material assets; (c) change the board of directors or management of the Company, including changing the number or term of directors or to fill any existing vacancy on its board; (d) effect a material change in the present capitalization or dividend policy of the Company; (e) effect a material change in the Company's business or corporate structure; (f) effect a change in the Company's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the Company by any person or company; (g) cause the Company to cease to be a reporting issuer in any jurisdiction of Canada; (h) solicit proxies from securityholders; or (i) any action similar to any of those enumerated above.

For more information, please contact Karus Investor Relations:
(888) 455-7620
info@karusgold.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/206134